Cuntis v. American Case & Register Co.

Mr. Justice Robb delivered the opinion of the Court: The order which the defendant signed was nothing more than an offer to purchase certain goods upon the terms therein stated. Plaintiff’s agent was without authority to enter into a binding contract with the defendant. Until -the order was accepted by the plaintiff, there was no contract between the parties. Acceptance of such an offer or order must be affirmatively made, and cannot be implied from mere lapse of time. Metzler v. Harry Kaufman Co. 32 App. D. C. 434. There was no such acceptance prior to said letter of June 17 th, which, it is claimed by the defendant, amounted to a revocation of the order. The general rule is well established that an offer given without consideration may be withdrawn at any time before acceptance. Minneapolis & St. L. R. Co. v. Columbus Rolling Mill, 119 U. S. 149, 30 L. ed. 376, 7 Sup. Ct. Rep. 168. Is there anything in this ease to take it out of the general rule ? We think not. The signing of the note was, of course, conditional upon the acceptance of the order. Until such acceptance, the note was without consideration. The provision in the order, purporting to withdraw from the defendant the right to countermand the order, was also without consideration, and hence not binding upon the defendant. O’Connor v. Harrison, 132 Ill. App. 264; Corbett v. Cronkhite, 239 Ill. 1, 87 N. E. 874; National Ref. Co. v. Miller, 1 S. D. 548, 47 N. W. 962, [119] 9 Cyc. 285. Before commencing the manufacture of the goods mentioned in the order, the plaintiff should have notified the defendant of the acceptance of his order. Until such notice, there was no contract between the parties; and, if anything was done by the plaintiff looking to the fulfilment of the order, the defendant was not responsible, providing of course he duly countermanded the order before its acceptance. When, therefore, the letter of June 17th was written, there was no binding contract between the parties. Prior to that time, the plaintiff might have exercised its right to reject the defendant’s offer. Litz v. Goosling, 93 Ky. 185, 21 L.R.A. 127, 19 S. W. 527; Routledge v. Grant, 4 Bing. 653, 1 Moore & P. 717, 3 Car. & P. 267, 6 L. J. C. P. 166, 29 Revised Rep. 672. That the terms of said letter of June 17th, 1908, amounted to a revocation of the order, we entertain no doubt. The letter was quite as effective for that purpose as though it had been couched in less courteous terms. In it the defendant stated that he had found he did not need the goods ordered, and that he desired to have the order canceled. This language amounted to a request and direction that the order be canceled, and is reasonably susceptible of no other construction. Lasley ■was a proper person to receive this notice. He was district manager for the plaintiff, and maintained an office here as such manager. As such manager, he had received from the defendant the order itself. Having authority to receive and forward the order, wo think the defendant was justified in assuming that he also had authority to receive notice of a countermand thereof. Moreover, that he forwarded this letter to his principal is evident, for it was produced by the plaintiff at the trial. When, therefore, the plaintiff shipped these goods on June 22d, the defendant, five days previously, had canceled his order, as he had a right to do. The shipment of the goods was at the plaintiff’s risk. The defendant was not obliged to receive them, and cannot be held liable for their value. The judgment must be reversed, with costs, and the cause remanded for further proceedings. Reversed and remanded.